UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2019 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Bionik Laboratories Corp. (the “Company”), hereby confirms its agreement (this “Agreement”) with WestPark Capital, Inc. (the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 15th, 2019 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of February [·], 2019 (the “Issuance Date”) between Bionik Laboratories Corp., a company incorporated under the laws of the State of Delaware (the “Company”), and [·] (the “Warrant Agent”).
EXHIBIT A Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • January 23rd, 2019 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bionik Laboratories Corp., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2019 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2016 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 21, 2016, by and between Bionik Laboratories Corp., a Delaware corporation (the “Company”), and each of the several shareholders of the Company listed on Annex A hereto (each such shareholder, a “Shareholder” and, collectively, the “Shareholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2022 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS EMPLOYMENT AGREEMENT, is made as of the Start Date (as defined below), by and between BIONIK LABORATORIES CORP., a Delaware corporation (hereinafter referred to as the “Company”), and Dan Gonsalves (hereinafter referred to as the “Employee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2023 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Subscription Agreement (this “Agreement”) is made as of the date set forth on the signature page hereto, by and among Bionik Laboratories Corp., a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).
BIONIK LABORATORIES CORP. SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • February 8th, 2023 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Note is the convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof (the “Subscription Agreement”), between the Company and the Holder.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 4th, 2015 • Bionik Laboratories Corp. • Services-offices & clinics of doctors of medicine • New York
BIONIK LABORATORIES CORP. CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • June 29th, 2017 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Note is a convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof (the “Subscription Agreement”), or series of like subscription agreements, among the Company and the subscriber(s) named therein, pursuant to which the Company is seeking to raise an aggregate of up to $2,000,000.
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2015 • Bionik Laboratories Corp. • Services-offices & clinics of doctors of medicine • Ontario
Michal Prywata, an individual resident in the City of Toronto in the Province of Ontario (hereinafter referred to as the "Employee"),
BIONIK LABORATORIES CORP. STOCK OPTION AGREEMENTStock Option Agreement • June 27th, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
STOCK OPTION AGREEMENT, dated as of [_____], between Bionik Laboratories Corp., a Delaware corporation (the “Company”), and [_____] (the “Grantee”).
Distribution AgreementDistribution Agreement • January 28th, 2020 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Bionik Laboratories Corp., a Delaware corporation (“Bionik”), having its principal office at 483 Bay Street, Toronto, Ontario, Canada.
BIONIK LABORATORIES CORP. CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 5th, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Note is a convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof, or series of like subscription agreements (individually or collectively, the “Subscription Agreement”), among the Company and the subscribers named therein, pursuant to which the Company is seeking to borrow up to $6,000,000 (the “Offering”).
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • March 4th, 2015 • Bionik Laboratories Corp. • Services-offices & clinics of doctors of medicine • Ontario
BIONIK LABORATORIES CORP. (formerly known as DRYWAVE Technologies Inc.) a corporation existing under the laws of the State of Delaware (hereinafter referred to as “Bionik US”)
ALLONGE TO DEMAND NOTEDemand Note • December 14th, 2017 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
Allonge to that certain Demand Note in the principal amount of $25,000.00, dated January 25, 2013, as amended pursuant to that Amendment to Demand Note dated March 1, 2016 (the “Amendment”) attached hereto as Exhibit 1 and made a part hereof, from Interactive Motion Technologies, Inc. (now known as Bionik, Inc.), as Maker, to the order of Neville Hogan, as Holder (“Allonge”).
COMMON STOCK PURCHASE WARRANT BIONIK LABORATORIES CORP.Security Agreement • September 20th, 2017 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Pricing Date (the “Initial Exercise Date”) and on or prior to 5:30 p.m. (New York time) on the Five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIONIK LABORATORIES CORP., a Delaware corporation (the “Company”), a maximum number of shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock equal to the Share Limit. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant is one of a series of like common stock purchase warrants issued by the Company as of August 14, 2017, to certain of the Company’s holders of outstanding indebtedness (
BIONIK LABORATORIES CORP. SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • June 9th, 2020 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Note is a convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof, or series of like subscription agreements (individually or collectively, the “Subscription Agreement”), among the Company and the subscribers named therein, pursuant to which the Company is seeking to borrow up to $7,000,000 (the “Offering”).
SALE OF GOODS AGREEMENTSale of Goods Agreement • December 17th, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This SALE OF GOODS AGREEMENT (this “Agreement”), dated as of December 13, 2018, is entered into by and between Bionik Inc., a Massachusetts corporation (“Seller”), and CHC Management Services, LLC, a Missouri Limited Liability Company on behalf of the Facilities set forth on Exhibit A (“Buyer”, and together with Seller, the “Parties”, and sometimes each, a “Party”).
ContractBridge Loan and Security Agreement • March 17th, 2016 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
BRIDGE LOAN AND SECURITY AGREEMENT, dated as of May 5, 2015, by and between Interactive Motion Technologies Inc., a Massachusetts corporation (the “Borrower”), and Bionik Laboratories Corp., a Delaware corporation (the “Lender”).
ContractBridge Loan and Security Agreement • March 17th, 2016 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
BRIDGE LOAN AND SECURITY AGREEMENT, dated as of August 22, 2015, by and between Interactive Motion Technologies Inc., a Massachusetts corporation (the “Borrower”), and Bionik Laboratories Corp., a Delaware corporation (the “Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 17th, 2019 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Subscription Agreement (this “Agreement”) is made as of the date set forth on the signature page hereto, by and among Bionik Laboratories Corp., a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 5th, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Subscription Agreement (this “Agreement”) is made as of the date set forth on the signature page hereto, by and among Bionik Laboratories Corp., a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).
Bionik Laboratories Corp. and Curexo Enter Exclusive Distribution Agreement for Sale of Robotic Rehabilitation Systems in U.S. and South KoreaExclusive Distribution Agreement • March 7th, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
Agreement further expands Bionik’s footprint in Asia though Curexo’s sales and distribution network in South Korea; Initial orders for each company’s technology to ship in the coming weeks
SUPPORT AGREEMENTSupport Agreement • March 4th, 2015 • Bionik Laboratories Corp. • Services-offices & clinics of doctors of medicine • Ontario
BIONIK LABORATORIES CORP. a corporation existing under the laws of the State of Delaware (hereinafter referred to as “Bionik US”)
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • May 25th, 2017 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 25th day of May 2017, by and among BIONIK LABORATORIES CORP., a Delaware corporation (the “Company”), having an address at 483 Bay Street, N105, Toronto, ON M5G 2C9, GARDEN STATE SECURITIES, INC. (the “Solicitation Agent”), a New Jersey corporation, having an address at 328 Newman Springs Rd., 3rd Floor, Red Bank, NJ 07701, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offer to Amend and Exercise Warrants to Purchase Common Stock, dated May 25, 2017, including all attachments, schedules and exhibits thereto (the “Warrant Exercise”).
EQUITY COMPENSATION AGREEMENTEquity Compensation Agreement • November 14th, 2019 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EQUITY COMPENSATION AGREEMENT (this “Agreement”), dated October 29, 2019 but effective as of the 26th day of July 2019 (the “Grant Date”), between BIONlK LABORATORIES CORP., a corporation incorporated under the laws of the state of Delaware (hereinafter referred to as the “Issuer”) and [_____] (hereinafter referred to as the “Recipient”, the Issuer and the Recipient being hereinafter referred to as the “Parties”).
EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of September 2017. BETWEEN: BIONIK LABORATORIES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the “Company”) - and -Employment Agreement • September 11th, 2017 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Ontario
and BIONIK LABORATORIES CORP., a corporation incorporated under the laws of the state of Delaware (hereinafter referred to as “Bionik U.S.”)
BIONIK LABORATORIES CORP. CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • February 23rd, 2023 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Note is the convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof (the “Subscription Agreement”), between the Company and the Holder.
EXCHANGE AGREEMENTExchange Agreement • July 5th, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is dated as of the 28th day of June, 2018 (the “Effective Date”), by and between Bionik Laboratories Corp., a Delaware corporation (the “Company”), and RGD Investissements S.A.S (the “Holder”).
NOVATION AGREEMENT dated as of the 26th day of February, 2015. BETWEEN:Novation Agreement • March 4th, 2015 • Bionik Laboratories Corp. • Services-offices & clinics of doctors of medicine • Ontario
BIONIK LABORATORIES CORP. a corporation existing under the laws of the State of Delaware (hereinafter referred to as “Bionik US”)
ALLONGE TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 3rd, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
Allonge (this “Allonge”) to that certain Common Stock Purchase Warrant, as amended (as so amended, the “Warrant”), attached hereto as Exhibit 1 from Bionik Laboratories Corp. (the “Company”), and issued to the undersigned (the “Holder”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Warrant.
EXCHANGE AGREEMENTExchange Agreement • April 3rd, 2018 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is dated as of the 30th day of March, 2018 (the “Effective Date”), by and between Bionik Laboratories Corp., a Delaware corporation (the “Company”), and RGD Investissements S.A.S (the “Holder”).
DEMAND NOTEDemand Note • June 29th, 2017 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
AND: Interactive Motion Technologies Inc. (the “borrower”), a corporation organized and existing under the laws of the state of Massachusetts, with its head office located at: 80 Coolidge Hill Road, Watertown, MA 02472
AGREEMENT BETWEEN: BIONIK LABORATORIES ("Bionik") - and - PETER BLOCH ("Mr. Bloch")Severance Agreement • September 11th, 2017 • Bionik Laboratories Corp. • Orthopedic, prosthetic & surgical appliances & supplies
